Company registration in Spain is completed through the Commercial Registry (known in Spanish as the Registro Mercantil Central). Through this institution, a legal entity in Spain gains legal personality, as during these steps, the company obtains its registered trading name and certificate of incorporation. Our team of lawyers in Spain provide legal assistance during this procedure.
| Quick Facts | |
|---|---|
| Institution in charge with company registration in Spain | Commercial Registry (Registro Mercantil Central – in Spanish) |
|
Who must register? |
Legal entities (commercial and non-commercial) |
|
Basic registration obligations |
– the legal entity selected, – a trade name, – a request for registration, – the beneficiary, – payment of fees |
| Trade name |
The company must have an unique trade name registered with the Commercial Registry. For this, investors must propose 3 options, one of which will be accepted, if it meets the standard requirements. |
| Ways to complete the registration |
In person |
| Registration fees (yes/no) |
Yes |
| Documentation |
– documents that show the company has an assigned registered address, – the bylaws, – personal information of the shareholders, – trade name reservation proof, – proof of paying the processing fees |
| Publishing obligations |
After completing the steps for company registraion in Spain, it is necessary to publish an announcement on the registration of the company in the Official Gazette of the Commercial Registry. |
| Can investors obtain legal representation for company registration purposes? |
Company registration in Spain can be completed without the participation of the investors, provided that they appoint a third party to represent them in this process (such as our specialists). |
| How to obtain legal representation | By signing the power of attorney |
| Can investors acquire electronic documents from the Trade Register? |
Yes, the Trade Register can issue documents, on request, after the payment of a fee. |
| Basic laws enforced by the Trade Register |
– The Royal Legislative Decree 1/2010, – Commercial Code, – Company Act, – Royal Decree 1979/2008 |
| Database on companies in Spain |
The Business Registry plaform |
| Other roles of the Registry of Commerce |
– issuance of certificates, – registering company changes, – storing information on the situation of local businsses (active, inactive, bankruptcy, liquidation), – issuing company documents to interested parties, – providing information on the applicable rules and regulations |
| Way to obtain information on companies in Spain | Some of the information is publicly available online (company name, tax identification, company type, etc.), while in-depth details on a company can be obtained only by making inquiries after paying a fee. |
With the help of our team, you can rest assured that the company trading name will meet the standard legal requirements (one of which is to be unique at a national level). We can also complete the registration formalities that fall under the supervision of the Commercial Registry, provided that you grant us the power of attorney.
One of the main activities developed through this institution refers to business registration in Spain, but it must also be noted that it also deals with matters concerning property ownership.
Table of Contents
How to register a legal entity with the Commercial Registry?
In order to register a company in Spain with the Commercial Registry, it is first necessary to make a request for registration. The procedure is done online, on the official platform of this authority. The standard form contains 2 basic elements – formation of a company or change of company name.
Considering that we refer to the process of company registration in Spain, in this case it is necessary to select formation of a company, which must be accompanied by information on the beneficial owner of the company (whose name will appear on the certificate).
Then, it is important to select the legal entity under which the company will operate (there are many options in this sense, but some of the most common are the limited company, the public company, the branch office, etc.).
Please know that investors who register a business in Spain are required to pay processing fees for this procedure and that it is very important to add the accurate information, as, once the procedure has been completed (including the payment), the company details can’t no longer be modified. Our lawyers can also help you open an LLC in Spain in approx. 5 weeks. The infographic below presents the main characteristics of the Spanish Trade Register:
Documentation
In order to complete the process of company registration in Spain with the Commercial Registry for the issuance of a company name certificate (issued initially as a temporary document), only the following information is required:
- the beneficiary;
- the proposed company name (investors can opt for up to 3 different trading names);
- the company type.
Once the certificate is issued, through which it is certified that the selected name has not been previously registered, the following will take place:
- the trade name will remain registered for a period of 6 months since the date of issuance;
- initially, the Registry will issue a negative certificate that has a validity of 3 months since its issuance, during which the founders can sign the deed (at a local public notary), which completes the registration process;
- provided that in a period of 6 months since the issuance of the certificate the trade name has not been formally registered in the Regional Mercantile Register, the trade name will be withdrawn;
- the procedure on company registration in Spain is done as per the Rules of the Mercantile Register Regulations, Sections 395-397.
The institution is in charge with the registration formalities available for new legal entities, but it also supervises various matters on companies that have already been registered. Interested parties can access the data on registered companies after paying a fee and those who have already paid can use the password assigned to them by the institution.
Please know that if you plan to bring changes to the data registered with this Spanish institution, the only way to lawfully conduct the modifications is to address the same institution, which will issue other certificates/documents (obtained online, by the account holder).
If you want to find out more details on how to register a business in Spain, we recommend you contact our team of Spanish lawyers.